FORTE BIOSCIENCES, INC., 10-Q filed on 11/14/2025
Quarterly Report
v3.25.3
Document and Entity Information - shares
9 Months Ended
Sep. 30, 2025
Nov. 07, 2025
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Sep. 30, 2025  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q3  
Entity Interactive Data Current Yes  
Trading Symbol FBRX  
Entity Current Reporting Status Yes  
Entity Registrant Name FORTE BIOSCIENCES, INC.  
Entity Central Index Key 0001419041  
Current Fiscal Year End Date --12-31  
Entity Filer Category Non-accelerated Filer  
Entity Shell Company false  
Entity Small Business true  
Entity Emerging Growth Company false  
Title of 12(b) Security Common Stock  
Security Exchange Name NASDAQ  
Entity File Number 001-38052  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 26-1243872  
Entity Address, Address Line One 3060 Pegasus Park Drive, Building 6  
Entity Address, City or Town Dallas  
Entity Address, State or Province TX  
Entity Address, Postal Zip Code 75247  
City Area Code 310  
Local Phone Number 618-6994  
Document Quarterly Report true  
Document Transition Report false  
Entity Common Stock, Shares Outstanding   12,526,935
v3.25.3
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
$ in Thousands
Sep. 30, 2025
Dec. 31, 2024
Current assets:    
Cash and cash equivalents $ 93,414 $ 22,244
Short-term investments   36,121
Prepaid expenses and other current assets 1,998 2,981
Total current assets 95,412 61,346
Property and equipment, net 148 77
Other assets 1,529 138
Total assets 97,089 61,561
Current liabilities:    
Accounts payable 5,491 4,879
Accrued liabilities 7,501 4,202
Total current liabilities 12,992 9,081
Commitments and contingencies (Note 6)
Stockholders' equity:    
Common stock, $0.001 par value: 200,000,000 shares authorized as of September 30, 2025 (unaudited) and December 31, 2024; 12,523,845 and 6,393,323 shares issued and outstanding as of September 30, 2025 (unaudited) and December 31, 2024, respectively 13 6
Additional paid-in capital 282,675 206,461
Accumulated other comprehensive (loss) income (6) 11
Accumulated deficit (198,585) (153,998)
Total stockholders’ equity 84,097 52,480
Total liabilities and stockholders' equity $ 97,089 $ 61,561
v3.25.3
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares
Sep. 30, 2025
Dec. 31, 2024
Statement of Financial Position [Abstract]    
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 200,000,000 200,000,000
Common stock, shares issued 12,523,845 6,393,323
Common stock, shares outstanding 12,523,845 6,393,323
v3.25.3
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Operating expenses:        
Research and development $ 15,050 $ 5,720 $ 36,061 $ 15,634
Research and development - related party 150 150 450 329
General and administrative 3,183 2,759 9,575 13,288
Total operating expenses 18,383 8,629 46,086 29,251
Loss from operations (18,383) (8,629) (46,086) (29,251)
Other income, net 701 237 1,499 928
Net loss $ (17,682) $ (8,392) $ (44,587) $ (28,323)
Net loss per share - basic $ (0.99) $ (4.54) $ (3.26) $ (15.35)
Net loss per share - diluted $ (0.99) $ (4.54) $ (3.26) $ (15.35)
Weighted average shares and pre-funded warrants outstanding, basic 17,793,907 1,847,644 13,669,333 1,845,407
Weighted average shares and pre-funded warrants outstanding, diluted 17,793,907 1,847,644 13,669,333 1,845,407
Comprehensive Loss:        
Net loss $ (17,682) $ (8,392) $ (44,587) $ (28,323)
Unrealized (loss) gain on available-for-sale securities, net (6) 8 (17) (3)
Comprehensive loss $ (17,688) $ (8,384) $ (44,604) $ (28,326)
v3.25.3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-in Capital
Accumulated Other Comprehensive Income (Loss)
Accumulated Deficit
Beginning Balance at Dec. 31, 2023 $ 35,314 $ 1 $ 153,829 $ 4 $ (118,520)
Beginning balance, shares at Dec. 31, 2023   1,453,402      
Issuance of common stock upon vesting of restricted stock units, net of taxes paid (16)   (16)    
Issuance of common stock upon vesting of restricted stock units, net of taxes paid, shares   1,971      
Issuance of common stock under ESPP 8   8    
Issuance of common stock under ESPP, shares   420      
Stock-based compensation 805   805    
Unrealized loss on available-for-sale securities, net (6)     (6)  
Net loss (7,420)       (7,420)
Ending Balance at Mar. 31, 2024 28,685 $ 1 154,626 (2) (125,940)
Ending balance, shares at Mar. 31, 2024   1,455,793      
Beginning Balance at Dec. 31, 2023 35,314 $ 1 153,829 4 (118,520)
Beginning balance, shares at Dec. 31, 2023   1,453,402      
Net loss (28,323)        
Ending Balance at Sep. 30, 2024 9,366 $ 1 156,207 1 (146,843)
Ending balance, shares at Sep. 30, 2024   1,460,007      
Beginning Balance at Mar. 31, 2024 28,685 $ 1 154,626 (2) (125,940)
Beginning balance, shares at Mar. 31, 2024   1,455,793      
Issuance of common stock upon vesting of restricted stock units, net of taxes paid (10)   (10)    
Issuance of common stock upon vesting of restricted stock units, net of taxes paid, shares   1,899      
Stock-based compensation 802   802    
Unrealized loss on available-for-sale securities, net (5)     (5)  
Net loss (12,511)       (12,511)
Ending Balance at Jun. 30, 2024 16,961 $ 1 155,418 (7) (138,451)
Ending balance, shares at Jun. 30, 2024   1,457,692      
Issuance of common stock upon vesting of restricted stock units, net of taxes paid (7)   (7)    
Issuance of common stock upon vesting of restricted stock units, net of taxes paid, shares   1,924      
Issuance of common stock under ESPP 6   6    
Issuance of common stock under ESPP, shares   538      
Stock-based compensation 791   791    
Unrealized loss on available-for-sale securities, net 8     8  
Settlement of fractional shares paid in cash (1)   (1)    
Settlement of fractional shares paid in cash, shares   (147)      
Net loss (8,392)       (8,392)
Ending Balance at Sep. 30, 2024 9,366 $ 1 156,207 1 (146,843)
Ending balance, shares at Sep. 30, 2024   1,460,007      
Beginning Balance at Dec. 31, 2024 52,480 $ 6 206,461 11 (153,998)
Beginning balance, shares at Dec. 31, 2024   6,393,323      
Issuance of common stock upon vesting of restricted stock units, net of taxes paid (15)   (15)    
Issuance of common stock upon vesting of restricted stock units, net of taxes paid, shares   1,794      
Issuance of common stock under ESPP 9   9    
Issuance of common stock under ESPP, shares   818      
Stock-based compensation 1,620   1,620    
Unrealized loss on available-for-sale securities, net (11)     (11)  
Cashless exercise of warrants, shares   185,732      
Net loss (15,656)       (15,656)
Ending Balance at Mar. 31, 2025 38,427 $ 6 208,075   (169,654)
Ending balance, shares at Mar. 31, 2025   6,581,667      
Beginning Balance at Dec. 31, 2024 $ 52,480 $ 6 206,461 11 (153,998)
Beginning balance, shares at Dec. 31, 2024   6,393,323      
Exercise of common stock options, Shares 2,000        
Net loss $ (44,587)        
Ending Balance at Sep. 30, 2025 84,097 $ 13 282,675 (6) (198,585)
Ending balance, shares at Sep. 30, 2025   12,523,845      
Beginning Balance at Mar. 31, 2025 38,427 $ 6 208,075   (169,654)
Beginning balance, shares at Mar. 31, 2025   6,581,667      
Issuance of common stock and pre-funded warrants in public offering, net of offering costs 69,941 $ 6 69,935    
Issuance of common stock and pre-funded warrants in public offering, net of offering costs, shares   5,630,450      
Issuance of common stock upon vesting of restricted stock units, net of taxes paid (3)   (3)    
Issuance of common stock upon vesting of restricted stock units, net of taxes paid, shares   1,715      
Stock-based compensation 1,495   1,495    
Exercise of warrants 2   2    
Exercise of warrants, shares   68,192      
Net loss (11,249)       (11,249)
Ending Balance at Jun. 30, 2025 98,613 $ 12 279,504   (180,903)
Ending balance, shares at Jun. 30, 2025   12,282,024      
Issuance of common stock and pre-funded warrants in public offering, net of offering costs 1,672 $ 1 1,671    
Issuance of common stock and pre-funded warrants in public offering, net of offering costs, shares   148,258      
Issuance of common stock upon vesting of restricted stock units, net of taxes paid (5)   (5)    
Issuance of common stock upon vesting of restricted stock units, net of taxes paid, shares   26,732      
Issuance of common stock under ESPP 9   9    
Issuance of common stock under ESPP, shares   840      
Stock-based compensation 1,479   1,479    
Unrealized loss on available-for-sale securities, net (6)     (6)  
Cashless exercise of warrants, shares   63,991      
Exercise of common stock options 17   17    
Exercise of common stock options, Shares   2,000      
Net loss (17,682)       (17,682)
Ending Balance at Sep. 30, 2025 $ 84,097 $ 13 $ 282,675 $ (6) $ (198,585)
Ending balance, shares at Sep. 30, 2025   12,523,845      
v3.25.3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended
Sep. 30, 2025
Jun. 30, 2025
Statement of Stockholders' Equity [Abstract]    
Offering costs $ 107 $ 5,058
v3.25.3
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Cash flows from operating activities:    
Net loss $ (44,587) $ (28,323)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation expense 45 29
Stock-based compensation expense 4,594 2,398
Accretion of debt discount on available-for-sale securities (246) (2)
Changes in operating assets and liabilities:    
Prepaid expenses and other assets (408) 249
Accounts payable 1,046 3,735
Accrued liabilities 5,140 1,178
Net cash used in operating activities (34,416) (20,736)
Cash flows from investing activities:    
Purchase of property and equipment (116) (6)
Proceeds from redemptions of short-term investments 36,350 0
Net cash provided by (used in) investing activities 36,234 (6)
Cash flows from financing activities:    
Proceeds from issuance of common stock and pre-funded warrants 75,000 0
Payment of issuance costs associated with financings (7,441) 0
Proceeds from issuance of common stock upon exercise of underwriters' option 1,779  
Proceeds from issuance of common stock under ESPP 18 14
Proceeds from exercise of warrants and options 19 0
Taxes paid related to net share settlement of equity awards (23) (33)
Settlement of fractional shares paid in cash 0 (1)
Net cash provided by (used in) financing activities 69,352 (20)
Net increase (decrease) in cash and cash equivalents 71,170 (20,762)
Cash and cash equivalents — beginning of period 22,244 37,125
Cash and cash equivalents — end of period 93,414 16,363
Supplemental disclosure of non-cash investing and financing activities    
Unpaid issuance costs recorded in accounts payable and accrued liabilities $ 40 $ 0
v3.25.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2025
Jun. 30, 2025
Mar. 31, 2025
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2025
Sep. 30, 2024
Pay vs Performance Disclosure                
Net Income (Loss) $ (17,682) $ (11,249) $ (15,656) $ (8,392) $ (12,511) $ (7,420) $ (44,587) $ (28,323)
v3.25.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2025
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.3
Organization and Description of Business
9 Months Ended
Sep. 30, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Description of Business

1. Organization and Description of Business

 

Forte Biosciences, Inc. (www.fortebiorx.com) and its subsidiaries, referred to herein as the “Company” or "Forte", is a clinical-stage biopharmaceutical company focused on developing FB102, which is a proprietary anti-CD122 monoclonal antibody therapeutic candidate with potentially broad autoimmune and autoimmune-related indications. In June 2025, the Company announced data from a celiac disease Phase 1b study and has subsequently commenced a Phase 2 study. The Company is also advancing clinical development of FB102 in patient-based trials for non-segmental vitiligo and alopecia areata.

The Company merged with Tocagen, Inc. ("Merger"), a publicly traded biotechnology company, on June 15, 2020. Prior to the Merger, Forte was a privately held company incorporated in Delaware on May 3, 2017. The Company's headquarters is in Dallas, Texas. The Company’s common stock is traded on the Nasdaq stock exchange under the ticker symbol “FBRX”‌.

Reverse Stock Split

On August 27, 2024, the Company effected a 1-for-25 reverse stock split of its issued and outstanding common stock. The par value and authorized shares were not adjusted as a result of the reverse split. The reverse stock split also affected the Company’s outstanding common stock options and pre-funded warrants and resulted in the shares underlying such instruments being reduced and the exercise price being increased proportionately. All issued and outstanding shares of common stock and per share amounts contained in the condensed consolidated financial statements have been retroactively adjusted to reflect this reverse stock split for all periods presented.

Liquidity and Risks

 

Since inception, the Company has incurred losses and negative cash flows from operations. As of September 30, 2025, the Company had an accumulated deficit of $198.6 million and used $34.4 million of cash in operating activities during the nine months ended September 30, 2025. Management expects to continue to incur additional losses in the foreseeable future as the Company focuses its development efforts on advancing FB102 through clinical trials.

The Company had cash and cash equivalents of approximately $93.4 million as of September 30, 2025. The Company’s cash and cash equivalents are held at financial institutions with balances that exceed federally insured limits. The Company believes that its existing cash and cash equivalents will be sufficient to allow the Company to fund its operations for at least twelve months from the filing date of this Form 10-Q.

The Company will continue to need to raise additional capital or obtain financing from other sources. Management may fund future operations through the sale of equity and debt financings and may also seek additional capital through arrangements with strategic partners or other sources. There can be no assurance that additional funding will be available on terms acceptable to the Company, if at all. If the Company is unable to raise additional funding to meet its working capital needs in the future, it may be forced to delay or reduce the scope of its research and development programs and/or limit or cease its operations.

There are numerous risks and uncertainties associated with pharmaceutical development and the Company is unable to predict the timing or amount of increased expenses on the development of future product candidates or when or if it will start to generate revenues. Even if the Company does generate revenues, it may not be able to achieve or maintain profitability. If the Company fails to become profitable or is unable to sustain profitability on a continuing basis, then it may be unable to continue its operations at planned levels and may be forced to reduce its operations.

Businesses throughout our industry have been and will continue to be impacted by a number of challenging and unexpected global and national events and circumstances that continue to evolve, including without limitation

the military conflicts in Eastern Europe and the Middle East, trade policies, potential trade wars, and actions or inactions of the U.S. or other major national governments (including the imposition of tariffs and retaliatory measures), increased economic uncertainty, inflation, rising interest rates, recent and any potential future financial institution failures, and other geopolitical tensions. The extent of the impact of these events and circumstances on our business, operations, development timelines and plans remain uncertain, and will depend on certain developments, including the duration and scope of the events and their impact on the Company's development activities, third parties with whom it does business, as well as its impact on regulatory authorities and its key scientific and management personnel. The Company has been and continues to actively monitor the potential impacts that these various events and circumstances may have on its business and the Company takes steps, where warranted, to minimize any potential negative impacts on its business resulting from these events and circumstances.

v3.25.3
Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2025
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company should be read in conjunction with its audited consolidated financial statements and accompanying notes thereto as of and for the year ended December 31, 2024 included in the Company’s Form 10-K as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 28, 2025. The Company prepares its condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”), as found in the Accounting Standards Codification (“ASC”) and the Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”), and the rules and regulations of the SEC.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Forte Subsidiary, Inc. and Forte Biosciences Australia Proprietary Limited. All intercompany accounts and transactions have been eliminated in the preparation of the condensed consolidated financial statements.

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, expenses and the disclosure of contingent assets and liabilities in the Company’s condensed consolidated financial statements and accompanying notes. Significant management estimates that affect the reported amounts of assets, liabilities and expenses include valuation of equity awards for stock-based compensation and accruals for the cost of clinical trials and drug manufacturing. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions.

Cash and Cash Equivalents

Cash and cash equivalents include cash in readily available operating accounts, U.S. treasury bills, money market funds and deposits with commercial banks. Cash equivalents are defined as short-term, highly liquid investments with maturities of 90 days or less from the date of purchase.

Available-for-Sale Securities

 

The Company’s available-for-sale securities consist of U.S. treasury bills. Securities with maturities from the date of purchase of 90 days or less are included in cash equivalents. The Company classifies its marketable securities as available-for-sale and records such assets at estimated fair value in the condensed consolidated balance sheets, with unrealized gains and losses, if any, reported as a component of other comprehensive loss within the condensed consolidated statements of operations and comprehensive loss and as a separate component of stockholders’ equity. Realized gains and losses are calculated using the specific identification method and recorded in other income, net.

 

Any premium arising at purchase is amortized to the earliest call date and any discount arising at purchase is accreted to maturity. Accretion of discounts is recorded in other income, net in the condensed consolidated statements of operations and comprehensive loss.

 

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a three-level hierarchy that prioritizes the inputs used in determining fair value by their reliability and preferred use as follows:

Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities.
Level 2 – Valuations based on quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data.
Level 3 – Valuations based on inputs that are both significant to the fair value measurements and are unobservable.

To the extent that a valuation is based on models or inputs that are less observable, or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized within Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

There have been no significant changes to the valuation methods utilized by the Company during the periods presented. There have been no transfers of financial instruments between Level 1, Level 2, and Level 3 in any periods presented.

The carrying amounts of financial instruments consisting of cash and cash equivalents, accounts payable, and accrued liabilities included in the Company’s condensed consolidated financial statements are reasonable estimates of fair value, primarily due to their short maturities. Short-term investments are recorded at fair value, with any unrealized gains or losses reported as accumulated other comprehensive income or loss.

Pre-Funded Warrants

Pre-funded warrants are accounted for as either derivative liabilities or as equity instruments depending on the specific terms of the agreement. The Company's pre-funded warrants issued to date are equity-classified instruments that were recorded in additional paid-in capital at issuance and are not subject to remeasurement. The Company periodically evaluates changes in facts and circumstances that could impact the classification of warrants.

Net Loss Per Share

The Company’s net loss is equivalent to net loss attributable to common stockholders for all periods presented. Basic net loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares, without consideration for common stock equivalents. The weighted average number of shares of common stock used in the basic and diluted net loss per share calculation include the pre-funded warrants outstanding during the period as they are exercisable at any time and their exercise requires only nominal consideration for the delivery of shares. During the nine-month period ended September 30, 2025, 317,915 pre-funded warrants were exercised and as of September 30, 2025 pre-funded warrants to purchase an aggregate of 5,304,511 shares of common stock were outstanding.

Diluted net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock and common stock equivalents outstanding during the period in accordance with the treasury stock method. The following number of unexercised stock options, restricted stock units, warrants, and shares expected to be purchased under the ESPP, which are common stock equivalents, have been excluded from the diluted net loss calculation as their effect would have been anti-dilutive for the periods presented.

 

 

 

 

As of September 30,

 

 

2025

 

 

2024

 

Options

 

2,581,903

 

 

 

214,501

 

Restricted stock units

 

24,387

 

 

 

30,987

 

Warrants

 

176

 

 

 

176

 

ESPP

 

3,320

 

 

 

772

 

Total

 

2,609,786

 

 

 

246,436

 

 

 

Recently Issued Accounting Standards Not Yet Adopted

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by us as of a specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations.

In December 2023, the FASB issued ASU No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosure. This ASU includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The ASU is effective for annual periods beginning after December 15, 2024, but early adoption is permitted. This ASU will be applied on a prospective basis. This standard will impact the Company's disclosures but is not expected to have a material impact on the Company's results of operations or financial condition.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, which requires disclosure of additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. The standard is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the disclosure requirements related to this new standard.

Income Taxes

On July 4, 2025, the U.S. federal government enacted the One Big Beautiful Bill Act ("OBBBA"), a broad tax and spending bill that includes provisions impacting corporate taxpayers. The OBBBA’s various provisions include, among other things, accelerated tax deductions for qualified property and research expenditures. The legislation has multiple effective dates, with certain provisions effective in 2025 and others to be implemented through 2027. The impacts of the new tax law were accounted for in the period of enactment and did not have a material effect on our effective income tax rate and net deferred federal income tax assets, as we continue to maintain a full valuation allowance.

v3.25.3
Balance Sheet Components
9 Months Ended
Sep. 30, 2025
Balance Sheet Related Disclosures [Abstract]  
Balance Sheet Components

3. Balance Sheet Components

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets as of September 30, 2025 and December 31, 2024 consist of the following (in thousands):

 

 

 

September 30, 2025

 

 

December 31, 2024

 

Prepaid manufacturing and research expenses

 

$

401

 

 

$

1,982

 

Prepaid insurance

 

 

403

 

 

 

286

 

Prepaid professional fees

 

 

196

 

 

 

377

 

GST receivable

 

 

527

 

 

 

128

 

Other

 

 

471

 

 

 

208

 

Total prepaid expenses and other current assets

 

$

1,998

 

 

$

2,981

 

Property and Equipment, Net

Property and equipment, net as of September 30, 2025 and December 31, 2024 consist of the following (in thousands):

 

 

 

September 30, 2025

 

 

December 31, 2024

 

 Equipment

 

$

223

 

 

$

107

 

 Furniture and fixtures

 

 

18

 

 

 

18

 

Property and equipment, at cost

 

 

241

 

 

 

125

 

 Less accumulated depreciation

 

 

(93

)

 

 

(48

)

Total property and equipment, net

 

$

148

 

 

$

77

 

Other Assets

Other assets as of September 30, 2025 and December 31, 2024 consist of the following (in thousands):

 

 

 

September 30, 2025

 

 

December 31, 2024

 

Prepaid insurance

 

$

 

 

$

87

 

Clinical trial deposits

 

 

1,504

 

 

 

25

 

Other

 

 

25

 

 

 

26

 

Total other assets

 

$

1,529

 

 

$

138

 

Accrued Liabilities

Accrued liabilities as of September 30, 2025 and December 31, 2024 consist of the following (in thousands):

 

 

September 30, 2025

 

 

December 31, 2024

 

 Accrued legal and professional fees

 

$

173

 

 

$

97

 

 Accrued compensation

 

 

1,332

 

 

 

1,551

 

 Accrued manufacturing and research expenses

 

 

4,999

 

 

 

541

 

 Accrued issuance costs

 

 

40

 

 

 

1,881

 

 Deferred R&D credit

 

 

927

 

 

 

 

 Accrued other expenses

 

 

30

 

 

 

132

 

Total accrued liabilities

 

$

7,501

 

 

$

4,202

 

 

v3.25.3
Fair Value
9 Months Ended
Sep. 30, 2025
Fair Value Disclosures [Abstract]  
Fair Value

4. Fair Value

The following tables provide a summary of the assets that are measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 (in thousands):

 

 

Fair Value Measurements as of
September 30, 2025

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

4,671

 

 

$

 

 

$

 

 

$

4,671

 

Money Market Funds

 

 

68,872

 

 

 

 

 

 

 

 

 

68,872

 

U.S. Treasury Bills

 

 

 

 

 

19,871

 

 

 

 

 

 

19,871

 

Total

 

$

73,543

 

 

$

19,871

 

 

$

 

 

$

93,414

 

 

 

 

Fair Value Measurements as of
December 31, 2024

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Cash, cash equivalents and short-term investments:

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

1,464

 

 

$

 

 

$

 

 

$

1,464

 

Money Market Funds

 

 

20,780

 

 

 

 

 

 

 

 

 

20,780

 

U.S. Treasury Bills

 

 

 

 

 

36,121

 

 

 

 

 

 

36,121

 

Total

 

$

22,244

 

 

$

36,121

 

 

$

 

 

$

58,365

 

Money market funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. Money market funds and U.S. Treasury bills were included as cash and cash equivalents in the condensed consolidated balance sheet as of September 30, 2025 due to a maturity date at the time of purchase of less than 90 days. The Company's U.S. Treasury Bills were included in short-term investments as of December 31, 2024 due to a maturity greater than 90 days. The Company obtains the fair value of its Level 2 cash equivalents and short-term investments from third-party pricing services. The pricing services utilize industry standard valuation models whereby all significant inputs, including benchmark yields, reported trades, broker/dealer quotes, issuer spreads, bids, offers, or other market-related data, are observable.

v3.25.3
Available-for-sale Securities
9 Months Ended
Sep. 30, 2025
Investments, Debt and Equity Securities [Abstract]  
Available-for-sale Securities

5. Available-for-sale Securities

The following table summarizes the Company's available-for-sale securities as of September 30, 2025 and December 31, 2024 (in thousands):

 

 

September 30, 2025

 

 

 

 

 

 

Unrealized

 

 

 

 

 

 

Amortized Cost

 

 

Gains

 

 

Losses

 

 

Estimated Fair Value

 

Cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury Bills

 

$

19,877

 

 

$

 

 

$

(6

)

 

$

19,871

 

Total available-for-sale securities

 

$

19,877

 

 

$

 

 

$

(6

)

 

$

19,871

 

 

 

 

December 31, 2024

 

 

 

 

 

 

Unrealized

 

 

 

 

 

 

Amortized Cost

 

 

Gains

 

 

Losses

 

 

Estimated Fair Value

 

Short-term investments

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury Bills

 

$

36,110

 

 

$

11

 

 

$

 

 

$

36,121

 

Total available-for-sale securities

 

$

36,110

 

 

$

11

 

 

$

 

 

$

36,121

 

 

The Company had one U.S. treasury bill security in an unrealized loss position as of September 30, 2025.

v3.25.3
Commitments and Contingencies
9 Months Ended
Sep. 30, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

6. Commitments and Contingencies

Concentrations of Credit Risk

The Company limits its credit risk associated with its cash and cash equivalents by placing them with financial institutions it believes are highly creditworthy. Bank accounts in the United States are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250 thousand. The Company’s cash accounts significantly exceed the FDIC limits.

Indemnifications

As permitted under Delaware law, the Company indemnifies its officers, directors, and employees for certain events and occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. As of September 30, 2025, the Company did not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded any related liabilities.

Lease Agreements

The Company has entered into lease agreements for certain office and laboratory space. The lease agreements are cancellable by the Company at any time with a six-month notice. Total rent expense for the three and nine months ended September 30, 2025 was $100 thousand and $293 thousand, respectively. Total rent expense for the three and nine months ended September 30, 2024 was $79 thousand and $225 thousand, respectively.

Clinical and Preclinical Services

The Company has entered into various agreements with third-party vendors for preclinical and clinical services. The estimated remaining non-cancellable commitments as of September 30, 2025 under these agreements were approximately $8.8 million. The Company entered into agreements with a clinical research organization ("CRO") for clinical trials of FB102, its product candidate. The Company has agreed to pay third-party costs associated with those agreements. The CRO agreements are subject to termination at any time, with or without cause, by the Company, in which case only costs earned or non-cancellable to the date of termination would remain subject to reimbursement.

Legal Proceedings

 

Camac Fund, LP v. Paul A. Wagner, et al., C.A. No. 2023-0817-MTZ (Del. Ch.)

In August 2023, Camac Fund LP (the "Plaintiff") filed a complaint (the “Complaint”) against the members of the Company's Board of Directors and entities affiliated with certain of the Company’s investors. The Complaint alleged amongst other things that the Directors breached their fiduciary duties by causing the Company to enter into a July 2023 private placement. The Company subsequently took certain actions to moot Camac’s claims in the action which Camac acknowledged. The Company made a payment to Plaintiff’s counsel in September 2024 for its fees and expenses in the amount of $1.5 million. The Court subsequently closed the case.

Forte Biosciences, Inc. v. Camac Fund, LP, et al., Case No. 3:23-cv-02399-N (N.D. Tex.)

In October 2023, the Company filed a complaint (the “Texas Complaint”), captioned Forte Biosciences, Inc. v. Camac Fund, LP , et al., Case No. 3:23-cv-02399-N, in the U.S. District Court for the Northern District of Texas. The Texas Complaint alleged that the Texas Defendants issued false and misleading disclosures in connection with their efforts to elect two directors to Forte’s board of directors at the 2023 annual meeting. In October 2024, to resolve all claims and potential claims asserted by the parties, the Texas Defendants entered into a settlement agreement and release with Forte, and all Texas Defendants other than Camac entered into standstill and voting agreements. The Company paid $650 thousand related to these agreements which does not include any potential insurance recoveries. The Company expenses legal fees as they are incurred.

Forte Biosciences, Inc. v. Wesco Insurance Co., et al., Case No. N24C-10-015 VLM CCLD (Del. Super. Ct.)

In October 2024, the Company filed a complaint (the “Wesco Complaint”), captioned Forte Biosciences, Inc. v. Wesco Insurance Co., et al., Case No. N24C-10-015 VLM CCLD, in the Superior Court of the State of Delaware,

against its current and former carriers of Directors & Officers liability insurance, Wesco Insurance Company, Beazley Insurance Company, and Palms Insurance Company, Limited (collectively, “Insurance Defendants”). The Wesco Complaint brings claims for declaratory relief, breach of contract, and bad faith, alleging that the Insurance Defendants breached their contractual and legal obligations by refusing to acknowledge and perform their obligation to provide insurance coverage to the Company in connection with: (i) the action captioned Camac Fund, LP v. Paul A. Wagner, et al., C.A. No. 2023-0817-MTZ (Del. Ch.), described above; (ii) the Books and Records Action brought by Camac in November 2022, which was captioned Camac Fund L.P. v. Forte Biosciences Inc., C.A. No. 2022-1075-NAC (Del. Ch.), described above; and (iii) two books demands for books and records under Delaware General Corporation Law Section 220, made by Camac on August 26, 2022 and August 23, 2023, respectively. The Complaint seeks a declaratory judgment that one or more of the Insurance Defendants have an obligation to provide insurance coverage to the Company and the named defendants in the referenced actions, reimbursement and compensatory damages from the Insurance Defendants for breach of contract, and consequential and punitive damages for the Insurance Defendants’ bad faith coverage positions.

v3.25.3
Equity
9 Months Ended
Sep. 30, 2025
Equity [Abstract]  
Equity

7. Equity

 

Preferred Stock

 

The Company has 10 million authorized shares of Series A Preferred Stock, par value $0.001, with no shares outstanding as of September 30, 2025 and December 31, 2024.

Common Stock

 

In March 2025, the Company filed a new shelf registration statement on Form S-3 that was declared effective by the SEC in April 2025 for the issuance of up to $300.0 million in securities.

 

On June 25, 2025, the Company closed a public offering (the “Offering”) pursuant to which it sold 5,630,450 shares of common stock at a price to the public of $12.00 per share and pre-funded warrants to purchase 619,606 shares of common stock at a price to the public of $11.999 per pre-funded warrant, which represents the per share public offering price for the shares less the exercise price for each pre-funded warrant. The Company also granted the underwriters an option (the "Option"), exercisable for a period of 30 days, to purchase up to an additional 937,508 shares of common stock. The pre-funded warrants have an exercise price of $0.001 per share, are immediately exercisable and remain exercisable until exercised in full. The holder of the pre-funded warrants will not be entitled to exercise any portion of any pre-funded warrants that, upon giving effect to such exercise, would cause the aggregate number of shares of common stock beneficially owned by the holder, together with its affiliates, to exceed 9.9%. However, the holder of the pre-funded warrant may increase or decrease such percentage to any other percentage not in excess of 19.99% upon at least 61 days’ prior notice from the holder to the Company. The gross proceeds from the Offering were $75.0 million and the Company incurred approximately $5.1 million in underwriting discounts, commissions and offering expenses. In July 2025, the underwriters of the Offering exercised the Option and purchased 148,258 shares of common stock for gross proceeds of $1.8 million and the Company incurred issuance costs of $0.1 million.

On November 19, 2024, the Company issued 4,931,389 shares of the Company’s common stock at a purchase price of $5.552 per Share and 4,615,555 pre-funded warrants to purchase shares of common stock at a purchase price of $5.551 per pre-funded warrant ("2024 Private Placement") in connection with a Securities Purchase Agreement (the “2024 Purchase Agreement”). The pre-funded warrants have an exercise price of $0.001 per share of common stock, are immediately exercisable and remain exercisable until exercised in full. The holders of pre-funded warrants may not exercise a pre-funded warrant if the holder, together with its affiliates, would beneficially own more than 19.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise. The holders of pre-funded warrants may increase or decrease such percentages not in excess of 19.99% by providing at least 61 days’ prior notice to the Company. In connection with the 2024 Private Placement, the Company filed a registration statement to register shares on Form S-3, which was declared effective on December 20, 2024. The gross proceeds of the 2024 Private Placement were $53.0 million and the Company incurred $3.4 million in issuance costs. Certain executive officers and senior management of the Company

participated in this 2024 Private Placement, purchasing $475 thousand in shares of common stock at a purchase price of $5.552 per share.

In connection with, and as a condition to, the closing of the 2024 Private Placement, the Company agreed to enter into letter agreements with two investors. Pursuant to the terms of the letter agreements, the Company agreed that, during the period beginning ninety (90) days after the closing date of the 2024 Private Placement and ending on the three (3) year anniversary of the closing date of the 2024 Private Placement (or earlier upon investors failing to meet certain ownership thresholds), if the Company’s common stock trades within certain specified parameters for thirty (30) consecutive trading days, each of the investors shall be entitled to designate one individual to serve on the Board, in each case pursuant and subject to the terms of the applicable letter agreement and compliance with applicable Nasdaq and SEC regulations and the Board’s fiduciary duties under applicable law. In addition, for the duration of the applicable designation period, the Company shall also include such designee in the slate of nominees recommended by the Board for election at each annual or special meeting of the Company’s stockholders at which directors of such designee’s class are to be elected. The letter agreement also provides one investor a participation right in future offerings of the Company’s equity securities.

On July 31, 2023, the Company issued 606,678 shares of the Company’s common stock at a purchase price of $25.15 per Share and 387,566 pre-funded warrants to purchase shares of common stock at a purchase price of $25.13 per pre-funded warrant ("2023 Private Placement") in connection with a Securities Purchase Agreement (the “2023 Purchase Agreement”). The pre-funded warrants have an exercise price of $0.025 per share of common stock, are immediately exercisable and remain exercisable until exercised in full. The holders of pre-funded warrants may not exercise a pre-funded warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise. The holders of pre-funded warrants may increase or decrease such percentages not in excess of 19.99% by providing at least 61 days’ prior notice to the Company. The 2023 Purchase Agreement also provides certain investors a participation right in future offerings of the Company’s equity securities. In connection with the 2023 Private Placement, the Company filed a registration statement to register shares on Form S-3 that was declared effective on September 8, 2023. The gross proceeds of the 2023 Private Placement were $25.0 million and the Company incurred $272 thousand in issuance costs. Certain executive officers, senior management, and board members of the Company participated in this 2023 Private Placement, purchasing $1.16 million of shares of common stock at a purchase price of $25.25 per share.

As of September 30, 2025, 317,915 pre-funded warrants were exercised and pre-funded warrants to purchase an aggregate of 5,304,511 shares of common stock remain outstanding. The 5,304,511 and 5,003,121 shares of common stock issuable upon the exercise of the pre-funded warrants is not included in the number of issued and outstanding shares of common stock as of September 30, 2025 and December 31, 2024, respectively. These warrants meet the criteria for equity classification and were recorded at fair value as of the grant date as a component of stockholders’ equity within additional paid-in capital.

 

Warrants to purchase 176 shares of the Company’s common stock at an exercise price of $3,506.25 per share were issued pre-Merger and remain outstanding as of September 30, 2025 and December 31, 2024. These warrants have an expiration date of October 30, 2025. These warrants meet the criteria for equity classification and were recorded at fair value as of the grant date as a component of stockholders’ equity within additional paid-in capital.

 

Shares of common stock reserved for future issuance as of September 30, 2025 were as follows:

 

 

 

Shares

 

Pre-funded warrants outstanding

 

 

5,304,511

 

Stock options outstanding

 

 

2,581,903

 

Reserved for issuance under equity incentive plans

 

 

1,800,706

 

RSUs outstanding

 

 

24,387

 

Reserved for issuance under employee stock purchase plan

 

 

41,825

 

Warrants outstanding

 

 

176

 

Total

 

 

9,753,508

 

v3.25.3
Stock-Based Compensation
9 Months Ended
Sep. 30, 2025
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation

8. Stock-Based Compensation

Equity Plans

In May 2021 the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”). As amended and restated in February 2025, the 2021 Plan has an aggregate of 3,340,000 authorized shares.

The 2021 Plan provides for the grant of incentive stock options (“ISOs”), non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards, other forms of equity compensation and performance cash awards. ISOs may be granted only to employees. All other awards may be granted to employees, including officers, and to non-employee directors and consultants of the Company and its affiliates. Service-based awards generally vest over a four-year period, with the first 25% of such awards vesting following twelve months of continued employment or service with the remaining awards vesting monthly in equal installments over the following thirty-six months. Certain other awards vest monthly over thirty-six months for subsequent grants. For certain service-based awards to the board of directors, vesting occurs in thirty-six equal monthly installments over a three-year period for initial grants and in twelve equal monthly installments over a twelve-month period for subsequent grants. As of September 30, 2025, there were 909,506 shares available for issuance under the 2021 Plan.

On July 26, 2020, the Company adopted the 2020 Inducement Equity Incentive Plan (the “2020 Inducement Plan”) and reserved 20,000 shares for future grant under the 2020 Inducement Plan. The 2020 Inducement Plan, as amended and restated in September 2025, has an aggregate of 1,080,000 authorized shares. As of September 30, 2025, there were 891,200 shares available for issuance under the 2020 Inducement Plan.

Stock Options

The risk-free interest rate valuation assumption for options is based on the U.S. Treasury yield curve rate at the date of grant with a maturity approximating the expected term of the option.

All option awards generally expire ten years from the date of grant. The expected term assumption for options granted to employees is determined using the simplified method that represents the average of the contractual term of the option and the weighted average vesting period of the option. The Company uses the simplified method because it does not have sufficient historical option exercise data to provide a reasonable basis upon which to estimate the expected term.

During 2024, the expected volatility assumption utilized a weighted approach by blending the Company’s own historical price data with the historical volatility of a group of similar companies in the life sciences industry whose shares are publicly traded. The Company selected the peer group based on comparable characteristics, including development stage, product pipeline, and market capitalization. Effective January 1, 2025, the Company elected to remove peer group companies and determined its expected volatility assumption based solely on the volatility of the Company’s historical share prices using the closing share price beginning on June 15, 2020 and through the current period.

The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future.

The weighted average grant-date fair value of stock options granted in the three and nine months ended September 30, 2025 was $12.61 and $6.67, respectively. The weighted average grant-date fair value of stock options granted in the three and nine months ended September 30, 2024 was $6.49 and $14.25, respectively.

The weighted-average assumptions used to value these stock options using the Black-Scholes option-pricing model were as follows.

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2025

 

2024

 

 

2025

 

2024

 

Risk-free interest rate

 

 

3.84

%

 

3.66

%

 

 

4.06

%

 

4.08

%

Dividend yield

 

 

0.00

%

 

0.00

%

 

 

0.00

%

 

0.00

%

Expected term of options (years)

 

 

6.08

 

 

5.38

 

 

 

5.82

 

 

5.98

 

Volatility

 

 

118.13

%

 

109.93

%

 

 

117.23

%

 

110.15

%

 

The table below summarizes the stock option activity during the nine months ended September 30, 2025:

 

 

 

Number of
Shares
Outstanding

 

 

Weighted-
Average
Exercise Price

 

 

Weighted-
Average
Remaining
Contractual
Term
(Years)

 

 

Aggregate
Intrinsic
Value (in thousands)

 

Balances at December 31, 2024

 

 

212,501

 

 

$

103.51

 

 

 

7.82

 

 

$

760

 

Granted

 

 

2,465,000

 

 

$

7.75

 

 

 

-

 

 

 

-

 

Exercised

 

 

(2,000

)

 

$

8.60

 

 

 

-

 

 

 

-

 

Cancelled/Forfeited

 

 

(93,598

)

 

$

24.16

 

 

 

-

 

 

 

-

 

Balances at September 30, 2025

 

 

2,581,903

 

 

$

15.04

 

 

9.33

 

 

$

17,411

 

Vested and expected to vest at September 30, 2025

 

 

2,581,903

 

 

$

15.04

 

 

9.33

 

 

$

17,411

 

Exercisable at September 30, 2025

 

 

559,974

 

 

$

39.45

 

 

8.96

 

 

$

3,492

 

 

The aggregate intrinsic value of options as of September 30, 2025 is based on the Company’s closing stock price of $15.00 per share. The intrinsic value of the options exercised for the three and nine months ended September 30, 2025 was $6 thousand.

 

Restricted Stock Unit Awards

Restricted stock units vest over four years with one sixteenth of the restricted stock units vesting every quarter.

Restricted stock unit award transactions during the nine months ended September 30, 2025 were as follows:

 

 

 

 

 

 

 

Weighted Avg

 

 

 

 

 

 

 

Grant Date

 

 

 

 

Shares

 

 

Fair Value

 

Outstanding at December 31, 2024

 

 

 

28,537

 

 

$

 

38.50

 

Granted

 

 

 

30,000

 

 

$

 

6.65

 

Forfeited/Cancelled

 

 

 

(2,400

)

 

$

 

25.75

 

Issued as Common Stock

 

 

 

(31,750

)

 

$

 

10.51

 

Outstanding at September 30, 2025

 

 

 

24,387

 

 

$

 

37.02

 

 

The aggregate fair value of RSUs vested during the nine months ended September 30, 2025 was $473 thousand.

 

2017 Employee Stock Purchase Plan

In May 2021, the Company's board of directors reactivated the Company’s 2017 Employee Stock Purchase Plan (“ESPP”) which had previously been suspended. The ESPP allows eligible employees to withhold up to 15% of their earnings to purchase shares of the Company’s common stock at a price per share equal to the lower of (i) 85% of the fair market value of a share of the Company’s common stock on the first date of an offering, or (ii) 85% of the fair market value of a share of the Company’s common stock on the date of purchase. The Company had 41,825 shares available for future issuance under the ESPP as of September 30, 2025. The number of shares of common stock reserved for issuance will automatically increase on January 1 of each calendar year through January 1, 2027, by the lesser of (a) 1% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, (b) 12,000 shares, or (c) a number determined by the Company's board of directors that is less than (a) and (b). The Company issued 1,658 and 958 shares under the ESPP during the nine months ended September 30, 2025 and 2024, respectively. The ESPP is considered a compensatory plan. The Company recorded stock-based compensation expense related to its ESPP of $28 thousand and $42 thousand for the three and nine months ended September 30, 2025, respectively, and $2 thousand and $6 thousand for the three and nine months ended September 30, 2024, respectively.

Stock-Based Compensation Expense

Stock-based compensation expense included in the Company’s condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2025 and 2024 is as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Research and development

 

$

414

 

 

$

270

 

 

$

1,201

 

 

$

878

 

General and administrative

 

 

1,065

 

 

 

521

 

 

 

3,393

 

 

 

1,520

 

Total

 

$

1,479

 

 

$

791

 

 

$

4,594

 

 

$

2,398

 

As of September 30, 2025, there was unrecognized stock-based compensation expense of $13.9 million related to stock options and restricted stock units with service conditions, which is expected to be recognized over a weighted-average period of 2.48 years. Total unrecognized stock-based compensation as of September 30, 2025 was approximately $0.5 million related to restricted stock units with performance-based vesting. The performance-based conditions are tied to development milestones which have not been met.
v3.25.3
Related Party Transactions
9 Months Ended
Sep. 30, 2025
Related Party Transactions [Abstract]  
Related Party Transactions

9. Related Party Transactions

One member of the Company’s board of directors received $150 thousand and $450 thousand for scientific consulting services during the three and nine months ended September 30, 2025, respectively, and $150 thousand and $329 thousand for the three and nine months ended September 30, 2024, respectively.

v3.25.3
Employee Benefit Plan
9 Months Ended
Sep. 30, 2025
Retirement Benefits [Abstract]  
Employee Benefit Plan

10. Employee Benefit Plan

The Company has a defined-contribution 401(k) plan for employees. Under the terms of the plan, employees may make voluntary contributions as a percentage of compensation. The Company matches employee contributions as permitted by the plan. The Company's total cost related to the 401(k) plan was $33 thousand and $123 thousand for the three and nine months ended September 30, 2025. The Company's total cost related to the 401(k) plan was $28 and $57 thousand for the three and nine months ended September 30, 2024.

v3.25.3
Segment Information
9 Months Ended
Sep. 30, 2025
Segment Reporting [Abstract]  
Segment Information

11. Segment Information

The Company operates in one operating segment, which includes all activities related to the discovery and development of FB102, for the purposes of assessing performance, making operating decisions, and allocating Company resources. The Company’s chief operating decision maker (“CODM”) is its chief executive officer, who considers net loss to evaluate overall expenses associated with conducting research and development activities, which includes evaluating the progress of ongoing clinical trials and the planning and execution of current and future research and development activities. Further, the CODM reviews and utilizes research and development

expenses, general and administrative expenses and other income, net as reported in the condensed statements of operations and comprehensive loss to manage the Company’s operations. The measure of performance, significant expenses, and other items are each reflected in the condensed statements of operations and comprehensive loss. In addition to the condensed statements of operations and comprehensive loss, the CODM is regularly provided with forecasted expense information which is used to determine the Company’s liquidity needs. The CODM also monitors the cash, cash equivalents and short-term investments as reported on the Company’s condensed consolidated balance sheets to determine funding for research and development activities. The measure of segment assets is reported on the condensed consolidated balance sheets as total consolidated assets.

v3.25.3
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2025
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company should be read in conjunction with its audited consolidated financial statements and accompanying notes thereto as of and for the year ended December 31, 2024 included in the Company’s Form 10-K as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 28, 2025. The Company prepares its condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”), as found in the Accounting Standards Codification (“ASC”) and the Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”), and the rules and regulations of the SEC.

Principles of Consolidation

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Forte Subsidiary, Inc. and Forte Biosciences Australia Proprietary Limited. All intercompany accounts and transactions have been eliminated in the preparation of the condensed consolidated financial statements.

Use of Estimates

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, expenses and the disclosure of contingent assets and liabilities in the Company’s condensed consolidated financial statements and accompanying notes. Significant management estimates that affect the reported amounts of assets, liabilities and expenses include valuation of equity awards for stock-based compensation and accruals for the cost of clinical trials and drug manufacturing. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents include cash in readily available operating accounts, U.S. treasury bills, money market funds and deposits with commercial banks. Cash equivalents are defined as short-term, highly liquid investments with maturities of 90 days or less from the date of purchase.

Available-for-Sale Securities

Available-for-Sale Securities

 

The Company’s available-for-sale securities consist of U.S. treasury bills. Securities with maturities from the date of purchase of 90 days or less are included in cash equivalents. The Company classifies its marketable securities as available-for-sale and records such assets at estimated fair value in the condensed consolidated balance sheets, with unrealized gains and losses, if any, reported as a component of other comprehensive loss within the condensed consolidated statements of operations and comprehensive loss and as a separate component of stockholders’ equity. Realized gains and losses are calculated using the specific identification method and recorded in other income, net.

 

Any premium arising at purchase is amortized to the earliest call date and any discount arising at purchase is accreted to maturity. Accretion of discounts is recorded in other income, net in the condensed consolidated statements of operations and comprehensive loss.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a three-level hierarchy that prioritizes the inputs used in determining fair value by their reliability and preferred use as follows:

Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities.
Level 2 – Valuations based on quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data.
Level 3 – Valuations based on inputs that are both significant to the fair value measurements and are unobservable.

To the extent that a valuation is based on models or inputs that are less observable, or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized within Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

There have been no significant changes to the valuation methods utilized by the Company during the periods presented. There have been no transfers of financial instruments between Level 1, Level 2, and Level 3 in any periods presented.

The carrying amounts of financial instruments consisting of cash and cash equivalents, accounts payable, and accrued liabilities included in the Company’s condensed consolidated financial statements are reasonable estimates of fair value, primarily due to their short maturities. Short-term investments are recorded at fair value, with any unrealized gains or losses reported as accumulated other comprehensive income or loss.

Pre-Funded Warrants

Pre-Funded Warrants

Pre-funded warrants are accounted for as either derivative liabilities or as equity instruments depending on the specific terms of the agreement. The Company's pre-funded warrants issued to date are equity-classified instruments that were recorded in additional paid-in capital at issuance and are not subject to remeasurement. The Company periodically evaluates changes in facts and circumstances that could impact the classification of warrants.

Net Loss Per Share

Net Loss Per Share

The Company’s net loss is equivalent to net loss attributable to common stockholders for all periods presented. Basic net loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares, without consideration for common stock equivalents. The weighted average number of shares of common stock used in the basic and diluted net loss per share calculation include the pre-funded warrants outstanding during the period as they are exercisable at any time and their exercise requires only nominal consideration for the delivery of shares. During the nine-month period ended September 30, 2025, 317,915 pre-funded warrants were exercised and as of September 30, 2025 pre-funded warrants to purchase an aggregate of 5,304,511 shares of common stock were outstanding.

Diluted net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock and common stock equivalents outstanding during the period in accordance with the treasury stock method. The following number of unexercised stock options, restricted stock units, warrants, and shares expected to be purchased under the ESPP, which are common stock equivalents, have been excluded from the diluted net loss calculation as their effect would have been anti-dilutive for the periods presented.

 

 

 

 

As of September 30,

 

 

2025

 

 

2024

 

Options

 

2,581,903

 

 

 

214,501

 

Restricted stock units

 

24,387

 

 

 

30,987

 

Warrants

 

176

 

 

 

176

 

ESPP

 

3,320

 

 

 

772

 

Total

 

2,609,786

 

 

 

246,436

 

Recently Issued Accounting Standards Not Yet Adopted

Recently Issued Accounting Standards Not Yet Adopted

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by us as of a specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations.

In December 2023, the FASB issued ASU No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosure. This ASU includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The ASU is effective for annual periods beginning after December 15, 2024, but early adoption is permitted. This ASU will be applied on a prospective basis. This standard will impact the Company's disclosures but is not expected to have a material impact on the Company's results of operations or financial condition.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, which requires disclosure of additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. The standard is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the disclosure requirements related to this new standard.

Income Taxes

Income Taxes

On July 4, 2025, the U.S. federal government enacted the One Big Beautiful Bill Act ("OBBBA"), a broad tax and spending bill that includes provisions impacting corporate taxpayers. The OBBBA’s various provisions include, among other things, accelerated tax deductions for qualified property and research expenditures. The legislation has multiple effective dates, with certain provisions effective in 2025 and others to be implemented through 2027. The impacts of the new tax law were accounted for in the period of enactment and did not have a material effect on our effective income tax rate and net deferred federal income tax assets, as we continue to maintain a full valuation allowance.

v3.25.3
Summary of Significant Accounting Policies (Tables)
9 Months Ended
Sep. 30, 2025
Accounting Policies [Abstract]  
Schedule of Common Stock Equivalents Excluded from Diluted Net Loss Calculation The following number of unexercised stock options, restricted stock units, warrants, and shares expected to be purchased under the ESPP, which are common stock equivalents, have been excluded from the diluted net loss calculation as their effect would have been anti-dilutive for the periods presented.

 

 

 

 

As of September 30,

 

 

2025

 

 

2024

 

Options

 

2,581,903

 

 

 

214,501

 

Restricted stock units

 

24,387

 

 

 

30,987

 

Warrants

 

176

 

 

 

176

 

ESPP

 

3,320

 

 

 

772

 

Total

 

2,609,786

 

 

 

246,436

 

v3.25.3
Balance Sheet Components (Tables)
9 Months Ended
Sep. 30, 2025
Balance Sheet Related Disclosures [Abstract]  
Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets as of September 30, 2025 and December 31, 2024 consist of the following (in thousands):

 

 

 

September 30, 2025

 

 

December 31, 2024

 

Prepaid manufacturing and research expenses

 

$

401

 

 

$

1,982

 

Prepaid insurance

 

 

403

 

 

 

286

 

Prepaid professional fees

 

 

196

 

 

 

377

 

GST receivable

 

 

527

 

 

 

128

 

Other

 

 

471

 

 

 

208

 

Total prepaid expenses and other current assets

 

$

1,998

 

 

$

2,981

 

Schedule of Property and Equipment, Net

Property and equipment, net as of September 30, 2025 and December 31, 2024 consist of the following (in thousands):

 

 

 

September 30, 2025

 

 

December 31, 2024

 

 Equipment

 

$

223

 

 

$

107

 

 Furniture and fixtures

 

 

18

 

 

 

18

 

Property and equipment, at cost

 

 

241

 

 

 

125

 

 Less accumulated depreciation

 

 

(93

)

 

 

(48

)

Total property and equipment, net

 

$

148

 

 

$

77

 

Schedule of Other Assets

Other assets as of September 30, 2025 and December 31, 2024 consist of the following (in thousands):

 

 

 

September 30, 2025

 

 

December 31, 2024

 

Prepaid insurance

 

$

 

 

$

87

 

Clinical trial deposits

 

 

1,504

 

 

 

25

 

Other

 

 

25

 

 

 

26

 

Total other assets

 

$

1,529

 

 

$

138

 

Components of Accrued Liabilities

Accrued liabilities as of September 30, 2025 and December 31, 2024 consist of the following (in thousands):

 

 

September 30, 2025

 

 

December 31, 2024

 

 Accrued legal and professional fees

 

$

173

 

 

$

97

 

 Accrued compensation

 

 

1,332

 

 

 

1,551

 

 Accrued manufacturing and research expenses

 

 

4,999

 

 

 

541

 

 Accrued issuance costs

 

 

40

 

 

 

1,881

 

 Deferred R&D credit

 

 

927

 

 

 

 

 Accrued other expenses

 

 

30

 

 

 

132

 

Total accrued liabilities

 

$

7,501

 

 

$

4,202

 

 

v3.25.3
Fair Value (Tables)
9 Months Ended
Sep. 30, 2025
Fair Value Disclosures [Abstract]  
Schedule of Financial Assets Measured at Fair Value on a Recurring Basis The following tables provide a summary of the assets that are measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 (in thousands):

 

 

Fair Value Measurements as of
September 30, 2025

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

4,671

 

 

$

 

 

$

 

 

$

4,671

 

Money Market Funds

 

 

68,872

 

 

 

 

 

 

 

 

 

68,872

 

U.S. Treasury Bills

 

 

 

 

 

19,871

 

 

 

 

 

 

19,871

 

Total

 

$

73,543

 

 

$

19,871

 

 

$

 

 

$

93,414

 

 

 

 

Fair Value Measurements as of
December 31, 2024

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Cash, cash equivalents and short-term investments:

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

1,464

 

 

$

 

 

$

 

 

$

1,464

 

Money Market Funds

 

 

20,780

 

 

 

 

 

 

 

 

 

20,780

 

U.S. Treasury Bills

 

 

 

 

 

36,121

 

 

 

 

 

 

36,121

 

Total

 

$

22,244

 

 

$

36,121

 

 

$

 

 

$

58,365

 

v3.25.3
Available-for-sale Securities (Tables)
9 Months Ended
Sep. 30, 2025
Investments, Debt and Equity Securities [Abstract]  
Summary of Available-for-sale Securities

The following table summarizes the Company's available-for-sale securities as of September 30, 2025 and December 31, 2024 (in thousands):

 

 

September 30, 2025

 

 

 

 

 

 

Unrealized

 

 

 

 

 

 

Amortized Cost

 

 

Gains

 

 

Losses

 

 

Estimated Fair Value

 

Cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury Bills

 

$

19,877

 

 

$

 

 

$

(6

)

 

$

19,871

 

Total available-for-sale securities

 

$

19,877

 

 

$

 

 

$

(6

)

 

$

19,871

 

 

 

 

December 31, 2024

 

 

 

 

 

 

Unrealized

 

 

 

 

 

 

Amortized Cost

 

 

Gains

 

 

Losses

 

 

Estimated Fair Value

 

Short-term investments

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury Bills

 

$

36,110

 

 

$

11

 

 

$

 

 

$

36,121

 

Total available-for-sale securities

 

$

36,110

 

 

$

11

 

 

$

 

 

$

36,121

 

 

v3.25.3
Equity (Tables)
9 Months Ended
Sep. 30, 2025
Equity [Abstract]  
Schedule of Common Stock Reserved for Future Issuance

Shares of common stock reserved for future issuance as of September 30, 2025 were as follows:

 

 

 

Shares

 

Pre-funded warrants outstanding

 

 

5,304,511

 

Stock options outstanding

 

 

2,581,903

 

Reserved for issuance under equity incentive plans

 

 

1,800,706

 

RSUs outstanding

 

 

24,387

 

Reserved for issuance under employee stock purchase plan

 

 

41,825

 

Warrants outstanding

 

 

176

 

Total

 

 

9,753,508

 

v3.25.3
Stock-Based Compensation (Tables)
9 Months Ended
Sep. 30, 2025
Share-Based Payment Arrangement [Abstract]  
Summary of Weighted-Average Assumptions Used to Value Stock Options

The weighted-average assumptions used to value these stock options using the Black-Scholes option-pricing model were as follows.

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2025

 

2024

 

 

2025

 

2024

 

Risk-free interest rate

 

 

3.84

%

 

3.66

%

 

 

4.06

%

 

4.08

%

Dividend yield

 

 

0.00

%

 

0.00

%

 

 

0.00

%

 

0.00

%

Expected term of options (years)

 

 

6.08

 

 

5.38

 

 

 

5.82

 

 

5.98

 

Volatility

 

 

118.13

%

 

109.93

%

 

 

117.23

%

 

110.15

%

Summary of Stock Option Activity

The table below summarizes the stock option activity during the nine months ended September 30, 2025:

 

 

 

Number of
Shares
Outstanding

 

 

Weighted-
Average
Exercise Price

 

 

Weighted-
Average
Remaining
Contractual
Term
(Years)

 

 

Aggregate
Intrinsic
Value (in thousands)

 

Balances at December 31, 2024

 

 

212,501

 

 

$

103.51

 

 

 

7.82

 

 

$

760

 

Granted

 

 

2,465,000

 

 

$

7.75

 

 

 

-

 

 

 

-

 

Exercised

 

 

(2,000

)

 

$

8.60

 

 

 

-

 

 

 

-

 

Cancelled/Forfeited

 

 

(93,598

)

 

$

24.16

 

 

 

-

 

 

 

-

 

Balances at September 30, 2025

 

 

2,581,903

 

 

$

15.04

 

 

9.33

 

 

$

17,411

 

Vested and expected to vest at September 30, 2025

 

 

2,581,903

 

 

$

15.04

 

 

9.33

 

 

$

17,411

 

Exercisable at September 30, 2025

 

 

559,974

 

 

$

39.45

 

 

8.96

 

 

$

3,492

 

Summary of Restricted Stock Unit Award Transactions

Restricted stock unit award transactions during the nine months ended September 30, 2025 were as follows:

 

 

 

 

 

 

 

Weighted Avg

 

 

 

 

 

 

 

Grant Date

 

 

 

 

Shares

 

 

Fair Value

 

Outstanding at December 31, 2024

 

 

 

28,537

 

 

$

 

38.50

 

Granted

 

 

 

30,000

 

 

$

 

6.65

 

Forfeited/Cancelled

 

 

 

(2,400

)

 

$

 

25.75

 

Issued as Common Stock

 

 

 

(31,750

)

 

$

 

10.51

 

Outstanding at September 30, 2025

 

 

 

24,387

 

 

$

 

37.02

 

Summary of Stock-Based Compensation Expense

Stock-based compensation expense included in the Company’s condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2025 and 2024 is as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Research and development

 

$

414

 

 

$

270

 

 

$

1,201

 

 

$

878

 

General and administrative

 

 

1,065

 

 

 

521

 

 

 

3,393

 

 

 

1,520

 

Total

 

$

1,479

 

 

$

791

 

 

$

4,594

 

 

$

2,398

 

v3.25.3
Organization and Description of Business - Additional Information (Details)
$ in Thousands
9 Months Ended
Aug. 27, 2024
Sep. 30, 2025
USD ($)
Sep. 30, 2024
USD ($)
Dec. 31, 2024
USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]        
Accumulated deficit   $ 198,585   $ 153,998
Cash used in operating activities   (34,416) $ (20,736)  
Cash and cash equivalents   $ 93,414   $ 22,244
Reverse stock split ratio 0.04      
v3.25.3
Summary of Significant Accounting Policies - Additional Information (Details)
Sep. 30, 2025
USD ($)
shares
Schedule Of Significant Accounting Policies [Line Items]  
Transfers between fair value hierarchy levels | $ $ 0
Number of prefunded or common stock warrants exercised 317,915
Common Stock  
Schedule Of Significant Accounting Policies [Line Items]  
Warrants outstanding 5,304,511
v3.25.3
Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents Excluded from Diluted Net Loss Calculation (Details) - shares
9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]    
Anti-dilutive securities excluded from diluted net loss calculation 2,609,786 246,436
Options    
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]    
Anti-dilutive securities excluded from diluted net loss calculation 2,581,903 214,501
Restricted Stock Units    
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]    
Anti-dilutive securities excluded from diluted net loss calculation 24,387 30,987
Warrants    
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]    
Anti-dilutive securities excluded from diluted net loss calculation 176 176
ESPP    
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]    
Anti-dilutive securities excluded from diluted net loss calculation 3,320 772
v3.25.3
Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2025
Dec. 31, 2024
Balance Sheet Related Disclosures [Abstract]    
Prepaid manufacturing and research expenses $ 401 $ 1,982
Prepaid insurance 403 286
Prepaid professional fees 196 377
GST receivable 527 128
Other 471 208
Total prepaid expenses and other current assets $ 1,998 $ 2,981
v3.25.3
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($)
$ in Thousands
Sep. 30, 2025
Dec. 31, 2024
Property, Plant and Equipment [Line Items]    
Property and equipment, at cost $ 241 $ 125
Less accumulated depreciation (93) (48)
Total property and equipment, net 148 77
Equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment, at cost 223 107
Furniture and Fixtures    
Property, Plant and Equipment [Line Items]    
Property and equipment, at cost $ 18 $ 18
v3.25.3
Balance Sheet Components - Schedule of Other Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2025
Dec. 31, 2024
Balance Sheet Related Disclosures [Abstract]    
Prepaid insurance   $ 87
Clinical trial deposits $ 1,504 25
Other 25 26
Total other assets $ 1,529 $ 138
v3.25.3
Balance Sheet Components - Components of Accrued Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2025
Dec. 31, 2024
Balance Sheet Related Disclosures [Abstract]    
Accrued legal and professional fees $ 173 $ 97
Accrued compensation 1,332 1,551
Accrued manufacturing and research expenses 4,999 541
Accrued issuance costs 40 1,881
Deferred R&D credit 927  
Accrued other expenses 30 132
Total accrued liabilities $ 7,501 $ 4,202
v3.25.3
Fair Value - Schedule of Financial Assets Measured at Fair Value on a Recurring Basis (Details) - Recurring - USD ($)
$ in Thousands
Sep. 30, 2025
Dec. 31, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents $ 93,414  
Cash, cash equivalents and short-term investments   $ 58,365
U.S. Treasury Bills    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 19,871  
Cash, cash equivalents and short-term investments   36,121
Cash    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 4,671  
Cash, cash equivalents and short-term investments   1,464
Money Market Funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 68,872  
Cash, cash equivalents and short-term investments   20,780
Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 73,543  
Cash, cash equivalents and short-term investments   22,244
Level 1 | Cash    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 4,671  
Cash, cash equivalents and short-term investments   1,464
Level 1 | Money Market Funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 68,872  
Cash, cash equivalents and short-term investments   20,780
Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 19,871  
Cash, cash equivalents and short-term investments   36,121
Level 2 | U.S. Treasury Bills    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents $ 19,871  
Cash, cash equivalents and short-term investments   $ 36,121
v3.25.3
Available-for-sale Securities - Schedule of Available-for-sale Securities (Details) - USD ($)
$ in Thousands
Sep. 30, 2025
Dec. 31, 2024
Debt Securities, Available-for-Sale [Line Items]    
Cash equivalents, Amortized Cost $ 93,414 $ 22,244
U.S. Treasury Bills    
Debt Securities, Available-for-Sale [Line Items]    
Cash equivalents, Amortized Cost 19,877  
Cash equivalents, Unrealized Losses (6)  
Cash equivalents, Estimated Fair Value $ 19,871  
Investment, Type [Extensible Enumeration]   us-gaap:ShortTermInvestmentsMember
Available-for-sale securities, Amortized Cost   $ 36,110
Available-for-sale securities, Unrealized Gains   11
Available-for-sale securities, Estimated Fair Value   $ 36,121
v3.25.3
Available-for-sale Securities - Additional Information (Details)
Sep. 30, 2025
Security
U.S. Treasury Bills  
Debt Securities, Available-for-Sale [Line Items]  
Available-for-sale securities with an unrealized loss, number of security 1
v3.25.3
Commitments and Contingencies - Additional Information (Details) - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended 9 Months Ended
Sep. 20, 2024
Oct. 31, 2024
Jun. 30, 2024
Oct. 31, 2023
Aug. 31, 2023
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]                  
FDIC insured amount           $ 250   $ 250  
Rent expenses           100 $ 79 293 $ 225
Contractual obligation           $ 8,800   $ 8,800  
Claim payment     $ 650            
Complaint filed, month and year   2024-10   2023-10 2023-08        
Name of plaintiff   Forte Biosciences   Forte Biosciences Camac Fund LP        
Name of defendant   Wesco Insurance Co.   Camac Fund, LP members of the Company's Board of Directors and entities affiliated with certain of the Company’s investors.        
Loss contingency, damages sought, value $ 1,500                
v3.25.3
Equity - Additional Information (Details)
$ / shares in Units, $ in Thousands
1 Months Ended 3 Months Ended 9 Months Ended
Jun. 25, 2025
$ / shares
shares
Nov. 19, 2024
USD ($)
Days
$ / shares
shares
Jul. 31, 2023
USD ($)
$ / shares
shares
Jul. 31, 2025
USD ($)
shares
Sep. 30, 2025
USD ($)
$ / shares
shares
Jun. 30, 2025
USD ($)
Sep. 30, 2025
USD ($)
$ / shares
shares
Mar. 31, 2025
USD ($)
Dec. 31, 2024
$ / shares
shares
Jun. 16, 2020
shares
Class Of Stock [Line Items]                    
Gross proceeds from issuance of common stock | $             $ 1,779      
Offering costs | $         $ 107 $ 5,058        
2024 Private Placement                    
Class Of Stock [Line Items]                    
Issuance of stock closing date   90 days                
Issuance of stock threshold period   3 years                
Common stock threshold consecutive trading day period | Days   30                
Public Offering                    
Class Of Stock [Line Items]                    
Gross proceeds from issuance of common stock | $             75,000      
Underwriting discounts commissions and offering expenses | $             $ 5,100      
Certain Executive Officers and Senior Management | 2024 Private Placement                    
Class Of Stock [Line Items]                    
Private placement purchasing amount | $   $ 475                
Certain Executive Officers, Senior Management and Board Members | 2023 Private Placement                    
Class Of Stock [Line Items]                    
Private placement purchasing amount | $     $ 1,160              
Maximum | Shelf Registration                    
Class Of Stock [Line Items]                    
Issuance in securities | $               $ 300,000    
Common Stock                    
Class Of Stock [Line Items]                    
Common stock issued, shares | shares   4,931,389 606,678              
Warrants to purchase common stock | shares                   176
Common stock exercise price | $ / shares         $ 3,506.25   $ 3,506.25   $ 3,506.25  
Number of prefunded warrants exercised | shares         317,915   317,915      
Warrants outstanding | shares         5,304,511   5,304,511      
Warrant ownership limit 9.90% 19.99% 9.99%              
Warrant ownership increase or decrease limit 19.99% 19.99% 19.99%              
Warrant notice limit 61 days 61 days 61 days              
Warrants expiration date                   Oct. 30, 2025
Common Stock | 2023 Private Placement                    
Class Of Stock [Line Items]                    
Gross proceeds of private placement | $     $ 25,000              
Offering costs | $     $ 272              
Common Stock | 2024 Private Placement                    
Class Of Stock [Line Items]                    
Gross proceeds of private placement | $   $ 53,000                
Offering costs | $   $ 3,400                
Common Stock | Public Offering                    
Class Of Stock [Line Items]                    
Shares of common stock sold | shares 5,630,450                  
Sale of common stock price per share | $ / shares $ 12                  
Common Stock | Over Allotment Option                    
Class Of Stock [Line Items]                    
Common stock issued, shares | shares 937,508                  
Gross proceeds from issuance of common stock | $       $ 1,800            
Shares of common stock sold | shares       148,258            
Offering costs | $       $ 100            
Common Stock | Certain Executive Officers and Senior Management | 2024 Private Placement                    
Class Of Stock [Line Items]                    
Shares price, per share | $ / shares   $ 5.552                
Common Stock | Certain Executive Officers, Senior Management and Board Members | 2023 Private Placement                    
Class Of Stock [Line Items]                    
Shares price, per share | $ / shares     $ 25.25              
Common Stock | Pre funded warrants                    
Class Of Stock [Line Items]                    
Warrants to purchase common stock | shares 619,606       5,304,511   5,304,511   5,003,121  
Common stock exercise price | $ / shares $ 0.001 0.001 0.025              
Warrants outstanding | shares         5,304,511   5,304,511      
Shares price, per share | $ / shares $ 11.999 $ 5.552 $ 25.15              
Common Stock | Pre funded warrants | 2023 Private Placement                    
Class Of Stock [Line Items]                    
Warrants to purchase common stock | shares     387,566              
Shares price, per share | $ / shares     $ 25.13              
Common Stock | Pre funded warrants | 2024 Private Placement                    
Class Of Stock [Line Items]                    
Warrants to purchase common stock | shares   4,615,555                
Shares price, per share | $ / shares   $ 5.551                
Series A Preferred Stock                    
Class Of Stock [Line Items]                    
Preferred stock authorized, shares | shares         10,000,000   10,000,000   10,000,000  
Preferred stock outstanding, shares | shares         0   0   0  
Preferred stock per share | $ / shares         $ 0.001   $ 0.001   $ 0.001  
v3.25.3
Equity - Schedule of Common Stock Reserved for Future Issuance (Details)
Sep. 30, 2025
shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Total common stock reserved for future issuance 9,753,508
Stock Options Outstanding  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Total common stock reserved for future issuance 2,581,903
Equity Incentive Plan  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Total common stock reserved for future issuance 1,800,706
Restricted Stock Units (RSUs)  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Total common stock reserved for future issuance 24,387
Employee Stock Purchase Plan  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Total common stock reserved for future issuance 41,825
Pre funded warrants  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Total common stock reserved for future issuance 5,304,511
Warrants Outstanding  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Total common stock reserved for future issuance 176
v3.25.3
Stock-Based Compensation - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
1 Months Ended 3 Months Ended 9 Months Ended
May 31, 2021
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Feb. 28, 2025
Jul. 26, 2020
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]              
Weighted average grant-date fair value of stock options granted   $ 12.61 $ 6.49 $ 6.67 $ 14.25    
Fair value of stock price       $ 15      
Intrinsic value of the options exercised   $ 6   $ 6      
Shares available for future issuance   9,753,508   9,753,508      
Stock-based compensation expense   $ 1,479 $ 791 $ 4,594 $ 2,398    
Unrecognized compensation expense   $ 13,900   $ 13,900      
Weighted-average period over which unrecognized compensation expense is expected to be recognized       2 years 5 months 23 days      
Restricted Stock Units (RSUs)              
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]              
Service-based awards, vesting period       4 years      
Service-based awards vesting percentage       6.25%      
Aggregate fair value of restricted stock units vested       $ 473      
Shares available for future issuance   24,387   24,387      
Performance Stock Options and Restricted Stock Awards              
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]              
Unrecognized compensation expense   $ 500   $ 500      
Options              
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]              
Expiration years from the date of grant       10 years      
2020 Inducement Equity Incentive Plan              
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]              
Aggregate authorized shares   1,080,000   1,080,000      
Shares available for issuance   891,200   891,200      
Shares available for future issuance             20,000
2021 Equity Incentive Plan              
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]              
Service-based awards, vesting period 4 years            
Service-based awards vesting description       vest over a four-year period, with the first 25% of such awards vesting following twelve months of continued employment or service with the remaining awards vesting monthly in equal installments over the following thirty-six months. Certain other awards vest monthly over thirty-six months for subsequent grants      
Aggregate authorized shares           3,340,000  
Shares available for issuance   909,506   909,506      
2021 Equity Incentive Plan | Board Of Director              
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]              
Service-based awards, vesting period 3 years     12 months      
Service-based awards vesting description       vesting occurs in thirty-six equal monthly installments over a three-year period for initial grants and in twelve equal monthly installments over a twelve-month period for subsequent grants      
2021 Equity Incentive Plan | Following Twelve Months of Service              
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]              
Service-based awards vesting percentage 25.00%            
2017 Employee Stock Purchase Plan              
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]              
Eligible employees withhold percentage of earnings to purchase shares of common stock 15.00%            
Shares available for future issuance   41,825   41,825      
Shares reserved for issuance increase percentage of total number of shares of common stock outstanding 1.00%            
Shares Issued under plan       1,658 958    
Stock-based compensation expense   $ 28 $ 2 $ 42 $ 6    
2017 Employee Stock Purchase Plan | Maximum              
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]              
Number of shares of common stock reserved for issuance increase on of each calendar year 12,000            
2017 Employee Stock Purchase Plan | On First Date of Offering | Maximum              
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]              
Percentage of fair market value of share of common stock to purchase 85.00%            
2017 Employee Stock Purchase Plan | On Date of Purchase | Maximum              
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]              
Percentage of fair market value of share of common stock to purchase 85.00%            
v3.25.3
Stock-Based Compensation - Summary of Weighted-Average Assumptions Used to Value Stock Options (Details)
3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]        
Risk-free interest rate 3.84% 3.66% 4.06% 4.08%
Dividend yield 0.00% 0.00% 0.00% 0.00%
Expected term of options (years) 6 years 29 days 5 years 4 months 17 days 5 years 9 months 25 days 5 years 11 months 23 days
Volatility 118.13% 109.93% 117.23% 110.15%
v3.25.3
Stock-Based Compensation - Summary of Stock Option Activity (Details)
$ / shares in Units, $ in Thousands
9 Months Ended 12 Months Ended
Sep. 30, 2025
USD ($)
$ / shares
shares
Dec. 31, 2024
USD ($)
$ / shares
shares
Number of Shares Outstanding    
Outstanding, Beginning | shares 212,501  
Granted | shares 2,465,000  
Exercised | shares (2,000)  
Cancelled/Forfeited | shares (93,598)  
Outstanding, Ending | shares 2,581,903 212,501
Vested and expected to vest | shares 2,581,903  
Exercisable | shares 559,974  
Weighted-Average Exercise Price    
Outstanding, Beginning | $ / shares $ 103.51  
Granted | $ / shares 7.75  
Exercised | $ / shares 8.60  
Cancelled/Forfeited | $ / shares 24.16  
Outstanding, Ending | $ / shares 15.04 $ 103.51
Vested and expected to vest | $ / shares 15.04  
Exercisable | $ / shares $ 39.45  
Weighted-Average Remaining Contractual Term (Years)    
Outstanding 9 years 3 months 29 days 7 years 9 months 25 days
Vested and expected to vest 9 years 3 months 29 days  
Exercisable 8 years 11 months 15 days  
Aggregate Intrinsic Value    
Outstanding | $ $ 17,411 $ 760
Vested and expected to vest | $ 17,411  
Exercisable | $ $ 3,492  
v3.25.3
Stock-Based Compensation - Summary of Restricted Stock Unit Award Transactions (Details) - Restricted Stock Unit Awards
9 Months Ended
Sep. 30, 2025
$ / shares
shares
Shares  
Outstanding at December 31, 2024 28,537
Granted 30,000
Forfeited/Cancelled (2,400)
Issued as Common Stock (31,750)
Outstanding at September 30, 2025 24,387
Weighted Avg Grant Date Fair Value  
Outstanding at December 31, 2024 | $ / shares $ 38.50
Granted | $ / shares 6.65
Forfeited/Cancelled | $ / shares $ 25.75
Issued as Common Stock 10.51
Outstanding at September 30, 2025 | $ / shares $ 37.02
v3.25.3
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]        
Stock-based compensation expense $ 1,479 $ 791 $ 4,594 $ 2,398
Research and Development        
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]        
Stock-based compensation expense 414 270 1,201 878
General and Administrative        
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]        
Stock-based compensation expense $ 1,065 $ 521 $ 3,393 $ 1,520
v3.25.3
Related Party Transactions - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Related Party Transactions [Abstract]        
Payments for scientific consulting services $ 150 $ 150 $ 450 $ 329
v3.25.3
Employee Benefit Plan - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Retirement Benefits [Abstract]        
Total cost related to the 401(k) plan $ 33 $ 28 $ 123 $ 57
v3.25.3
Segment Information - Additional Information (Details)
9 Months Ended
Sep. 30, 2025
Segment
Segment Reporting [Abstract]  
Number of operating segment 1
Segment reporting, CODM, individual title and position or group name srt:ChiefExecutiveOfficerMember
Segment reporting, expense information used by CODM, description Further, the CODM reviews and utilizes research and development expenses, general and administrative expenses and other income, net as reported in the condensed statements of operations and comprehensive loss to manage the Company’s operations. The measure of performance, significant expenses, and other items are each reflected in the condensed statements of operations and comprehensive loss. In addition to the condensed statements of operations and comprehensive loss, the CODM is regularly provided with forecasted expense information which is used to determine the Company’s liquidity needs